Item 1.01.
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Entry Into a Material Definitive Agreement.
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On December 20, 2018,
T-Mobile
USA, Inc.
(T-Mobile
USA)
entered into the Thirty-Eighth Supplemental Indenture (the Supplemental Indenture) by and among
T-Mobile
USA, the guarantors party thereto and Deutsche Bank Trust Company Americas (the
Trustee), which amends and supplements the Indenture, dated April 28, 2013, by and among
T-Mobile
USA, the guarantors party thereto and Deutsche Bank Trust Company Americas (as amended and
supplemented, the Indenture).
The Supplemental Indenture effects certain amendments (the Indenture Amendments) to the Indenture
pertaining to
T-Mobile
USAs (i) Senior Reset Notes due 2023 (the 2023 Senior Notes), (ii) 4.000% Senior Notes due
2022-1
(the 2022 Senior
Notes), (iii) 5.125% Senior Notes due
2025-1
(the 2025 Senior Notes), (iv) 5.375% Senior Notes due
2027-1
(the 2027 Senior Notes), (v)
4.500% Senior Notes due
2026-1
(the 2026 Senior Notes) and (vi) 4.750% Senior Notes due
2028-1
(the 2028 Senior Notes, and together with the 2022
Senior Notes, 2025 Senior Notes, 2027 Senior Notes and the 2026 Senior Notes, the Post-2017 Notes, and the Post-2017 Notes collectively with the 2023 Senior Notes, the Notes, and each series of the Notes, a
Series). Deutsche Telekom AG (DT) holds all of the outstanding Notes of each Series and consented to the Indenture Amendments. DT is
T-Mobile
US, Inc.s
(T-Mobile)
majority stockholder and a holder of a portion of
T-Mobile
USAs outstanding debt, as further described in
T-Mobiles
periodic reports with the U.S. Securities and Exchange Commission.
The Indenture Amendments are
being effected in connection with the previously announced agreement by
T-Mobile
to merge (the Merger) a wholly-owned subsidiary of
T-Mobile
with Sprint
Corporation (Sprint), pursuant to that certain Business Combination Agreement (the Business Combination Agreement), dated as of April 29, 2018, among Sprint,
T-Mobile,
SoftBank
Group Corp. (SoftBank), DT and the additional parties thereto (the Merger, together with the other transactions contemplated by the Business Combination Agreement, the
T-Mobile
Transaction).
The Indenture Amendments, among other things, amend the Indenture (i) pertaining to the 2023 Senior Notes to increase the amount
of secured debt under the Credit Facilities (as defined in the Indenture) ratio basket from the greater of (x) $9.0 billion and (y) 150% of Consolidated Cash Flow (as defined in the Indenture, as applicable to the 2023 Senior
Notes) to the greater of (x) $9.0 billion and (y) an amount that would not cause the Secured Debt to Cash Flow Ratio (as defined in the Indenture, as applicable to the Post-2017 Notes) (calculated net of cash and cash equivalents) to
exceed 2.00x, (ii) pertaining to all Notes to allow certain entities related to Sprints existing spectrum securitization notes program (the Existing Sprint Spectrum Program) to be
non-guarantor
Restricted Subsidiaries (as defined in the Indenture), provided that the aggregate principal amount of the spectrum notes issued and outstanding under the Existing Sprint Spectrum Program does
not exceed $7.0 billion and provided that the principal amount of such spectrum notes shall reduce the amount available under the Credit Facilities ratio basket, (iii) pertaining to the 2025 Senior Notes to amend the maturity date from
April 15, 2025 to April 15, 2021, (iv) pertaining to the 2027 Senior Notes to amend the maturity date from April 15, 2027 to April 15, 2022, and (v) pertaining to the 2025 Senior Notes to provide that
T-Mobile
USA shall be required to redeem 100% of the then-outstanding 2025 Senior Notes, at a price equal to 100% of the aggregate principal amount of the 2025 Senior Notes, plus accrued and unpaid interest on the
2025 Senior Notes redeemed to, but not including, the applicable redemption date, on any date that
T-Mobile
USA redeems or prepays any other notes or debt securities (other than the other Notes) issued by
T-Mobile
USA and outstanding as of April 29, 2018.
The Indenture Amendments will become effective immediately
prior to the consummation of the
T-Mobile
Transaction.
The Supplemental Indenture is attached hereto as
Exhibit 4.1. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is incorporated herein by reference.